MAYER, BROWN & PLATT
1675 BROADWAY, SUITE 1900
NEW YORK, NEW YORK 10019-5820
May 13, 1997
VIA EDGAR
Securities and Exchange Commission
Attention: Filing Desk
Mail Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ethan Allen Interiors Inc.
Registration Statement No. 333-26949
Ladies and Gentlemen:
On behalf of Ethan Allen Interiors Inc. (the "Company"), please find
transmitted herewith for filing pursuant to Section 5 of the Securities Act of
1933, as amended, a Post- Effective Amendment No.1 to Registration Statement on
Form S-8, filed on May 12, 1997, relating to the registration of shares of
common stock of the Company to be offered pursuant to the Company's stock option
plan.
Please address any questions regarding this filing to the undersigned
at (212) 506- 2624.
Very truly yours,
/s/ Shant H. Chalian
----------------------
Shant H. Chalian
cc: Edward P. Schade
James B. Carlson
Kathleen A. Walsh
<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1997
File No. 333-26949
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Ethan Allen Interiors Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1275288
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
Ethan Allen Drive
Danbury, Connecticut 06813
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 743-8000
Ethan Allen Interiors Inc. 1992 Stock Option Plan
(Full Title of the Plan)
Edward P. Schade
Ethan Allen Interiors Inc.
Ethan Allen Drive
Danbury, Connecticut 06813
(203) 743-8294
(Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 600,000 Shares $49.8125 (2) $29,887,500 (2) $9,056.82 (3)
(1) Pursuant to Rule 457(h)(1), estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c), based upon the average of the high and low prices for the Common Stock as reported on the
New York Stock Exchange on May 5, 1997 (which date is within five business days prior to the date of the
filing of this Registration Statement).
(3) Previously paid.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Ethan Allen
Interiors Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:
(a) The Company's Form 10-K for the year ended June 30, 1996 and
Form 10-Q for the quarters ended September 30, 1996, and
December 31, 1996.
(b) The description of the Company's common stock, $.01 par value
per share (the "Common Stock") under the caption "Description
of Registrant's Securities to be Registered" included in the
Company's Registration Statement on Form 8-A, File No.
1-11806.
All documents subsequently filed by the Company or Ethan Allen 401(k)
Employee Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and shall be deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) The Delaware General Corporation Law (the "Delaware GCL") (Section
145) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so indemnified, and authorizes
the Company to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or otherwise.
(b) The Certificate of Incorporation of the Company requires, and
Article VI of the By-Laws of the Company provides for, indemnification of
directors, officers, employees and agents to the fullest extent permitted by
law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law,
<PAGE>
(3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4)
transactions from which a director derives an improper personal benefit.
(d) The Company has a $20,000,000 Directors' and Officers' insurance
policy.
(e) The Company has entered into indemnification agreements with each
of its directors providing that the Company will indemnify the directors against
certain liabilities (including settlements) and expenses actually and reasonably
incurred by them in connection with any threatened or pending legal action,
proceeding or investigation (other than actions brought by or in the right of
the Company) to which any of them is, or is threatened to be, made a party by
reason for their status as a director, officer or agent of the Company, provided
that such director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal proceedings, had no reasonable cause to believe his or
her conduct was unlawful. With respect to any action brought by or in the right
of the Company, directors may also be indemnified, to the extent not prohibited
by applicable laws or as determined by a court of competent jurisdiction,
against expenses actually and reasonably incurred by them in connection with
such action if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company. The agreements also
require indemnification of directors for all reasonable expenses incurred in
connection with the successful defense of any covered action or claim and
provide for partial indemnification in the case of any partially successful
defense.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
A. Rule 415 Offering
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the Registration Statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents By Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions of the registrant's
articles of incorporation or by-laws or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Danbury, State of Connecticut, on this 13th day of
May, 1997.
ETHAN ALLEN INTERIORS INC.
By: /s/ M. Farooq Kathwari
M. Farooq Kathwari
Chairman and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
respective capacities on this o 13th day of May, 1997.
Signature Title
--------- -----
*
M. Farooq Kathwari Chairman, Chief Executive Officer and Director
*
Clinton A. Clark Director
*
Steven A. Galef Director
*
Kristin Gamble Director
*
Horace G. McDonell Director
*
Edward H. Meyer Director
*
William W. Sprague Director
*
Edward P. Schade Vice President and Chief Financial Officer
*
Gerardo Burdo Chief Accounting Officer
By: /s/ M. Farooq Kathwari
Name: M. Farooq Kathwari, as
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(c) to the Company's
Registration Statement on Form S-1, File No. 33- 57216)
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(d) to the Company's Registration
Statement on Form S-1, File No. 33- 57216)
4.3 Certificate of Designations of Series C Participating
Preferred Stock, dated July 3, 1996 (incorporated by reference
to Exhibit 1 to the Company's Registration Statement on Form
8-A, dated July 3, 1996, File No. 1-11806)
4.4 Rights Agreement, dated as of June 26, 1996, among the Company
and Harris Trust and Savings Bank (incorporated by reference
to Exhibit 2 to the Company's Registration Statement on Form
8-A, dated July 3, 1996, File No. 1-11806)
5 Opinion of Mayer, Brown & Platt
10 Amendment No.1 to Ethan Allen Interiors Inc. 1992 Stock Option
Plan
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mayer, Brown & Platt (included in the opinion filed
as Exhibit 5 hereto)
24 Powers of Attorney (included on the signature page of the
Registration Statement)
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EXHIBIT 5
OPINION OF COUNSEL
May 12, 1997
Ethan Allen Interiors Inc.
Ethan Allen Drive
Danbury, Connecticut 06813
Ladies and Gentlemen:
We are acting as special counsel to Ethan Allen Interiors Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of up to 600,000 shares of its Common Stock, $.01 par value (the
"Shares"), to be offered pursuant to the Ethan Allen Interiors Inc. 1992 Stock
Option Plan (the "1992 Stock Option Plan"). In connection therewith, we have
examined or are otherwise familiar with the Company's Restated Certificate of
Incorporation, the Company's Amended and Restated By-Laws, the 1992 Stock Option
Plan, each as amended to date, the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the Shares, relevant resolutions of
the Board of Directors of the Company, and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
1992 Stock Option Plan will be legally issued, fully paid and non-assessable
shares of the Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
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EXHIBIT 10
ETHAN ALLEN INTERIORS INC.
FIRST AMENDMENT TO 1992 STOCK OPTION PLAN
This First Amendment to 1992 Stock Option Plan (the "Plan") of Ethan
Allen Interiors Inc. (the "Company") is dated as of September 27, 1996 (the
"Amendment").
WHEREAS, the Board of Directors (the "Board") of the Company adopted
the Plan on March 23, 1993 to advance the interests of the Company and its
subsidiaries, to strengthen the Company's ability to attract and retain of its
directors and employees and to provide such directors and employees with an
opportunity to acquire an equity interest in the Company;
WHEREAS, the Board approved this Amendment in order to increase the
number of shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock") reserved for issuance under the plan from 580,199 to 1,180,199
in order to retain flexibility in awarding shares of Common Stock under the
Plan;
WHEREAS, the stockholders of the Company have, at a meeting duly called
and held by the Company on September 27, 1996, approved the increase in the
number of shares of Common Stock reserved for issuance under the Plan;
NOW, THEREFORE, in consideration of the mutual agreements and
understandings set forth herein, the Plan is hereby amended as follows:
1. Section 5 of the Plan is hereby amended by deleting the number
"580,199" and substituting therefor "1,180,199".
2. Except as herein amended, the Plan shall remain in full force and
effect and is ratified in all respects. On and after the effectiveness of this
Amendment, each reference in the Plan to "this Plan," "hereunder," "hereof, "
"herein" or words of like import, and each reference to the Plan in any other
agreements, documents or instruments executed and delivered pursuant to the
Plan, shall mean and be a reference to the Plan, as amended by this Amendment.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ethan Allen Interiors Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Ethan Allen Interiors Inc. of our report dated July 31, 1996, relating to
the consolidated balance sheets of Ethan Allen Interiors Inc. and Subsidiary as
of June 30, 1996 and 1995, and the related consolidated statements of
operations, shareholders' equity and cash flows and related schedules for each
of the years in the three-year period ended June 30, 1996, which report appears
in the June 30, 1996 annual report on Form 10-K of Ethan Allen Interiors Inc.
Our report refers to a change in the method of accounting for packaging costs in
the year ended June 30, 1995.
/s/ KPMG Peat Marwick
Danbury, Connecticut
May 12, 1997
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